Registration No. 333-            

As filed with the United States Securities and Exchange Commission on November 7, 2011

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

SNAP-ON INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		39-0622040
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
2801 80th Street Kenosha, Wisconsin		53143
(Address of Principal Executive Offices)		(Zip Code)

 

 

SNAP-ON INCORPORATED EMPLOYEE STOCK OWNERSHIP PLAN

(AS AMENDED AND RESTATED AS OF APRIL 28, 2011)

(Full title of the plan)

 

 

Copy to:

 

IRWIN M. SHUR Vice President, General Counsel and Secretary Snap-on Incorporated 2801 80th Street Kenosha, Wisconsin 53143		KENNETH V. HALLETT Quarles & Brady LLP 411 East Wisconsin Avenue Milwaukee, Wisconsin 53202
(Name and address of agent for service)

(262) 656-5200

(Telephone number, including area code, of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered		Amount to be Registered (1)		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, $1 par value per share		1,000,000 shares		$51.71 (2)		$51,710,000 (2)		$5,925.97

(1)

The amendment to, and restatement of, the Snap-on Incorporated Employee Stock Ownership Plan (the “Plan”), which was approved by the Registrant’s shareholders on April 28, 2011, increased the number of shares of the Registrant’s common stock, $1 par value per share (the “Common Stock”), that may be subject to awards made under the Plan by 1,000,000 shares. By Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on April 28, 1995 (Commission File No. 33-58939), the Registrant previously registered 650,000 shares of Common Stock issuable under the Plan. In September 1996, there was a three-for-two split of the Common Stock, which thus increased the shares covered to 975,000 including both previously issued shares and shares subject to future issuance. Accordingly, this Registration Statement covers an additional 1,000,000 shares of Common Stock issuable under the Plan. The Plan provides for the possible adjustment of the number of shares outstanding under the Plan in the event of stock splits, reverse stock splits, stock dividends, combinations or reclassifications of the Common Stock or other changes affecting the Common Stock. Therefore, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate number of shares that may become subject to the Plan by means of any such adjustment.

(2)	Pursuant to Rule 457(h), estimated solely for the purpose of computing the registration fee, based upon the average of the high and low sales prices of the Registrant’s Common Stock on the New York Stock Exchange on November 1, 2011.

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EXPLANATORY NOTE

This Registration Statement relates to the registration of additional securities under the Plan. In accordance with General Instruction E to Form S-8, the contents of the previous Registration Statement on Form S-8 related to the Plan (filed with the Commission on April 28, 1995, Commission File No. 33-58939) are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Commission by Snap-on Incorporated (the “Registrant”) (Commission File No. 1-7724) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are incorporated herein by reference:

 

(a)

The Registrant’s Annual Report on Form 10-K for the fiscal year ended January 1, 2011;

 

(b)

The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended April 2, 2011, July 2, 2011, and October 1, 2011;

 

(c)

The Registrant’s Current Reports on Form 8-K dated April 28, 2011, May 5, 2011, August 4, 2011, and September 30, 2011; and

 

(d)

The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A/A, dated October 14, 2009, and any amendment or report filed with the Commission for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof.

 

Item 6.

Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law permits corporations to indemnify directors and officers. The statute generally requires that to obtain indemnification the director or officer must have acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation; and, additionally, in criminal proceedings, that the officer or

 

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director had no reasonable cause to believe his conduct was unlawful. In any proceeding by or in the right of the corporation, no indemnification may be provided if the director or officer is adjudged liable to the corporation (unless ordered by the court). Indemnification against expenses actually and reasonably incurred by a director or officer is required to the extent that such director or officer is successful on the merits in the defense of the proceeding. Our Bylaws provide generally for indemnification, to the fullest extent permitted by Delaware law, of a director and officer who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she is or was a director or officer of the company or was serving at the request of the company as a director, officer, employee or agent of certain other related entities. The Bylaws provide that the indemnification will cover all costs, charges, expenses, liabilities and losses reasonably incurred by the director or officer. The Bylaws further provide that a director or officer has the right to be paid expenses incurred in defending a proceeding, except the amount of any settlement, in advance of its final disposition upon receipt by us of an undertaking from the director or officer to repay the advances if it is ultimately determined that he or she is not entitled to indemnification.

We have entered into Indemnification Agreements with our directors and certain officers. The Indemnification Agreements provide generally that we must promptly advance directors and certain officers all reasonable costs of defending against certain litigation upon request, and must indemnify such director or officer against liabilities incurred in connection with such litigation to the extent that such director or officer is successful on the merits of the proceeding, or, if unsuccessful, to the extent that such director or officer acted in good faith. However, no indemnification will be made under the Indemnification Agreement if the director or officer is found to not have acted in good faith. The advance is subject to repayment under certain circumstances.

Our directors and officers are also covered by insurance policies indemnifying them (subject to certain limits and exclusions) against certain liabilities, including certain liabilities arising under the Securities Act of 1933, as amended, which might be incurred by them in such capacities and against which they cannot be indemnified by us.

Item 8. Exhibits.

See the Exhibit Index following the Signatures page in this Registration Statement, which Exhibit Index is incorporated herein by reference.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

 

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

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(ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

 

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

….

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(h) Reference is made to the indemnification provisions described in Item 6 of this Registration Statement.

 

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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kenosha, State of Wisconsin, on November 7, 2011.

 

 

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Nicholas T. Pinchuk, Aldo J. Pagliari and Irwin M. Shur, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

 

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.*

 

Name		Capacity
/s/ Nicholas T. Pinchuk		Chairman, President and Chief Executive Officer (Principal Executive Officer and Director)
Nicholas T. Pinchuk
/s/ Aldo J. Pagliari		Senior Vice President-Finance and Chief Financial Officer (Principal Financial Officer)
Aldo J. Pagliari
/s/ Constance R. Johnsen		Vice President and Controller (Principal Accounting Officer)
Constance R. Johnsen

 

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Name		Capacity
/s/ Bruce S. Chelberg		Director
Bruce S. Chelberg
/s/ Karen L. Daniel		Director
Karen L. Daniel
/s/ Roxanne J. Decyk		Director
Roxanne J. Decyk
/s/ John F. Fiedler		Director
John F. Fiedler
/s/ James P. Holden		Director
James P. Holden
/s/ Nathan J. Jones		Director
Nathan J. Jones
/s/ Arthur L. Kelly		Director
Arthur L. Kelly
/s/ Henry W. Knueppel		Director
Henry W. Knueppel
/s/ W. Dudley Lehman		Director
W. Dudley Lehman
/s/ Edward H. Rensi		Director
Edward H. Rensi
/s/ Gregg M. Sherrill		Director
Gregg M. Sherrill

*Each of these signatures is affixed as of November 7, 2011.

 

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Snap-on Incorporated

(the “Registrant”)

(Commission File No. 1-7724)

EXHIBIT INDEX

TO

FORM S-8 REGISTRATION STATEMENT

 

Exhibit Number		Description		Incorporated Herein by Reference To		Filed Herewith
4.1		Restated Certificate of Incorporation of Registrant		Exhibit 3(a) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 3, 1998.
4.2		Bylaws of the Registrant (as Amended and Restated through February 19, 2008)		Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated February 19, 2008.
4.3		Snap-on Incorporated Employee Stock Ownership Plan (as amended and restated as of April 28, 2011)		Appendix B to Registrant’s Proxy Statement on Schedule 14A, filed on March 9, 2011.
5		Opinion of Quarles & Brady LLP				X
23.1		Consent of Deloitte & Touche LLP				X
23.2		Consent of Quarles & Brady LLP				Contained in Opinion filed as Exhibit 5
24		Powers of Attorney				Contained in Signatures page to this Registration Statement

 

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